Non-disclosure
Agreement (Founders)
PREPARED FOR
[Founder Name]
PREPARED BY
[Company Name]
Non-disclosure Agreement (Founders)
This Founders Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of [Effective Date],
By and Between
[Founder Name] (hereinafter referred to as the “Founder”), with an address at [Founder Address], and;
[Company Name] (hereinafter referred to as the “Company”), with its principal place of business located at [Company Address].
The Founder and the Company are collectively referred to as the “Parties” and individually as the “Party” throughout this Agreement.
This Agreement is intended to protect and maintain the confidentiality of sensitive information shared between the Founder and the Company in the course of their business relationship.
The Parties acknowledge that the disclosure of such information is critical to the Company’s operations and agree to adhere to the confidentiality terms set forth herein.
TERMS AND CONDITIONS.
1. SCOPE OF AGREEMENT.
This Agreement acknowledges that certain confidential information, trade secrets, and proprietary data (hereinafter defined and referred to as the “Confidential Information”) of or regarding the Company may be discussed between the Parties. The provisions set forth in this Agreement define the circumstances in which the Founder can and cannot disclose Confidential Information and include the remedies, penalties, and lawful action the Company may take should such information be used or disclosed by the Founder. Both Parties agree that it is in their best interests to protect the Company’s Confidential Information and that the terms of this Agreement create a bond of trust and confidentiality between them.
2. CONFIDENTIAL INFORMATION.
Confidential Information is any material, knowledge, information, and data (verbal, electronic, written, or any other form) concerning the Company or its businesses not generally known to the public consisting of, but not limited to, inventions, discoveries, plans, concepts, designs, blueprints, drawings, models, devices, equipment, apparatus, products, prototypes, formulae, algorithms, techniques, research projects, computer programs, software, firmware, hardware, business, development and marketing plans, merchandising systems, financial and pricing data, information concerning investors, customers, suppliers, consultants and Founders, and any other concepts, ideas or information involving or related to the business which, if misused or disclosed, could adversely affect the Company’s business.
3. EXCLUSIONS.
Confidential Information shall not include any information which:
(a) Was publicly known and made generally available in the public domain prior to the time of disclosure by the Company;
(b) Becomes publicly known and made generally available after disclosure by the Company to the Founder through no action or inaction of the Founder;
(c) Is already in the possession of the Founder at the time of disclosure by the Company as shown by the Founder’s files and records prior to the time of disclosure;
(d) Is obtained by the Founder from a third party without a breach of such third party’s obligations of confidentiality;
(e) Is independently developed by the Founder without the use of or reference to the Company’s Confidential Information; or
(f) Is required by law to be disclosed by the Founder, provided that the Founder gives the Company a written notice of such requirement prior to disclosing, so that the Company may seek a protective order or other appropriate relief.
4. TERM.
The obligations of the Founder hereunder shall survive until such time as all Confidential Information of the Company disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Founder.
5. BREACH OF AGREEMENT.
(a) Remedies. The Founder understands that the use or disclosure of any Confidential Information may cause for an action at law in an appropriate court in [Jurisdiction]. The Employer shall be entitled to an injunction prohibiting the use or disclosure of the Confidential Information.
(b) Indemnification. Founder understands and agrees that if the use or disclosure of Confidential Information by them or any affiliate, Founder, or representative of the Founder causes damage, loss, cost, or expense to the Company, the Founder shall be held responsible and shall indemnify the Company.
(c) Notice of unauthorized use or disclosure. The Founder is bound by this Agreement to notify the Company in the event of a breach of the Agreement involving the dissemination of Confidential Information, either by the Founder or a third party, and will do everything possible to help the Company regain possession of the Confidential Information.
6. ENTIRE AGREEMENT.
This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, expressed or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein.
7. WAIVER.
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.
8. GOVERNING LAW.
This Agreement and all disputes and claims arising out of or in connection with this Agreement shall be governed by and construed in accordance with [Governing Law]. Any disputes or differences arising under, related, or connected with this Agreement including shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned parties have duly executed the terms as proposed herein in the Agreement as of the aforementioned date.
[Founder Name]
[Company Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
Non-disclosure Agreement (Founders) Template
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